Delaware Business Litigation Report

Superior Court Holds That It Has Personal Jurisdiction Over Foreign Limited Partnership Because of Forum Selection Clause in Contract

Alstom Power Inc. v. Duke/Fluor Daniel Caribbean S.E., C.A. No. 04C-02-275 CLS, 2005 WL 407206 (Del. Super. Ct. Jan. 31, 2005). The plaintiff brought a breach of contract action in Superior Court. The defendant moved to dismiss for lack of personal jurisdiction. The court accepted the plaintiff's argument that it was appropriate for the court to exercise personal jurisdiction based on a forum selection clause in the contract. Defendant Duke Fluor Daniel ("Duke"), a Puerto Rican special partnership headquartered in North Carolina, contracted to construct a power plant in Puerto Rico for AES Puerto Rico, L.P. ("AES"). The plaintiff, Alstom Power, Inc. ("Alstom") was Duke's subcontractor pursuant to two subcontracts that were negotiated and executed in North Carolina. The contract had a provision stating that "[t]his Contract shall be subject to the law and jurisdiction of the State of Delaware, unless expressly designated otherwise within this Contract." Subsequently, Alstom filed a claim in Superior Court for breach of contract. Duke moved to dismiss for lack of personal jurisdiction, arguing that the forum selection clause was really only a choice of law provision. The court rejected this argument and found that the forum selection clause gave the court personal jurisdiction over the defendant. Additionally, Duke argued that it had not been properly served. Rejecting this argument as well, the court held that a foreign limited partnership that consents to personal jurisdiction through a forum selection clause can be served through the Secretary of State because it "does business" pursuant to 6 Del. C. § 17-911. Authored by: Jason C. Jowers 302-888-6860 jjowers@morrisjames.com Share